ABII » Topics » Compensation of Directors

This excerpt taken from the ABII DEF 14A filed Oct 30, 2009.

Compensation of Directors

Directors who are also our employees receive no additional compensation for their services as directors. Our non-employee directors receive cash compensation as follows: (i) an annual retainer of $20,000; (ii) $2,500 for each board meeting attended in person and $500 for each board meeting attended telephonically; (iii) an annual retainer for the Audit Committee Chair of $5,000; (iv) $2,000 for attendance at each audit committee meeting in person and $500 for each audit committee meeting attended telephonically; and (v) $1,000 for attendance at each compensation committee meeting in person and $500 for each compensation committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs of attending board and committee meetings. In addition, non-employee directors are eligible to receive options and other equity awards directly under our 2007 Stock Incentive Plan. Directors who are also our employees are eligible to receive options and other equity awards directly under our 2007 Stock Incentive Plan. Each of our non-employee directors waived their right to receive options in connection with our 2008 annual meeting of stockholders.

 

8


The following table sets forth specified information regarding the compensation for 2008 of our directors who are not employees:

 

Name

   Fees Earned
($)
   Option Awards
($)(1)
   Total
($)

Kirk K. Calhoun

   53,000    239,679    292,679

David S. Chen

   47,000    239,679    286,679

Stephen D. Nimer

   34,500    239,679    274,179

Leonard Shapiro

   43,500    239,679    283,179

 

(1) The amount shown in this column reflects the compensation expense for outstanding options held by the directors recognized by us in 2008 in accordance with FAS 123R, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in 2006. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 11 to the notes to our consolidated and combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008. At December 31, 2008, each of the non-employee directors had the following number of stock options outstanding, all of which were fully vested: Mr. Calhoun, 26,439; Mr. Chen, 23,575, Dr. Nimer, 33,121, and Mr. Shapiro, 26,439.
This excerpt taken from the ABII DEF 14A filed Oct 3, 2008.

Compensation of Directors

Directors who are also our employees receive no additional compensation for their services as directors. Our non-employee directors receive cash compensation as follows: (i) an annual retainer of $20,000; (ii) $2,500 for each board meeting attended in person and $500 for each board meeting attended telephonically; (iii) an annual retainer for the Audit Committee Chair of $5,000; (iv) $2,000 for attendance at each audit committee meeting in person and $500 for each audit committee meeting attended telephonically; and (v) $1,000 for attendance at each compensation committee meeting in person and $500 for each compensation committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs of attending board and committee meetings. In addition, non-employee directors are eligible to receive options and other equity awards directly under our 2007 non-employee director stock option program established under our 2007 Stock Incentive Plan. Directors who are also our employees are eligible to receive options and shares of common stock directly under our 2007 Stock Incentive Plan.

 

7


The following table sets forth specified information regarding the compensation for 2007 of our directors who are not employees, including amounts earned through Old Abraxis prior to the date of the separation:

 

Name

   Fees Earned
($)(1)
   Option Awards
($)(2)
   Total
($)

Kirk K. Calhoun

   61,500    86,982    148,482

David S. Chen

   46,000    86,982    138,982

Stephen D. Nimer

   36,000    86,982    122,982

Leonard Shapiro

   52,500    86,982    139,482

 

(1) The amount shown includes compensation earned by our non-employee directors for services to Old Abraxis prior to the date of the separation.
(2) The amount shown in this column reflects the compensation expense for outstanding options held by the directors recognized by us in 2007 in accordance with FAS 123R, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in 2007. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10 to the notes to our consolidated and combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.

The stock option detail for each director is shown in the following table along with the total grant date fair value of the awards computed in accordance with FAS 123R.

 

Director

   Grant Date    Options
Granted (#)
   Option Price
($/Sh)(1)
   Grant Date
Fair Value
of Option
Awards ($)
   Total Options
Outstanding (#)

Mr. Calhoun

   11/28/2007    10,000    55.44    264,219    26,439

Dr. Chen

   11/28/2007    10,000    55.44    264,219    23,575

Dr. Nimer

   11/28/2007    10,000    55.44    264,219    33,121

Mr. Shapiro

   11/28/2007    10,000    55.44    264,219    26,439

 

(1) Exercise price was determined by calculating the average of the closing trading prices of our common stock over the ten trading days immediately following the separation.
These excerpts taken from the ABII 10-K filed May 5, 2008.

COMPENSATION OF DIRECTORS

Directors who are also our employees receive no additional compensation for their services as directors. Our non-employee directors receive cash compensation as follows: (i) an annual retainer of $20,000; (ii) $2,500 for each board meeting attended in person and $500 for each board meeting attended telephonically; (iii) an annual retainer for the Audit Committee Chair of $5,000; (iv) $2,000 for attendance at each audit committee meeting in person and $500 for each audit committee meeting attended telephonically; and (v) $1,000 for attendance at each compensation committee meeting in person and $500 for each compensation committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs of attending board and committee meetings. In addition, non-employee directors are eligible to receive options and other equity awards directly under our 2007 non-employee director stock option program established under our 2007 Stock Incentive Plan. Non-employee directors are eligible to be granted an initial option to purchase 7,500 shares of common stock upon their initial appointment to the board of directors with subsequent annual option grants to purchase 10,000 shares of common stock, in both instances at an exercise price per share equal to the fair market value of the common stock at the date of grant. Directors who are also our employees are eligible to receive options and shares of common stock directly under our 2007 Stock Incentive Plan.

The following table sets forth specified information regarding the compensation for 2007 of our directors who are not employees, including amounts earned through Old Abraxis prior to the date of the separation:

 

Name

   Fees Earned
($)(1)
   Option Awards
($)(2)
   Total
($)

Kirk Calhoun

   61,500    86,982    148,482

David Chen

   46,000    86,982    138,982

Stephen Nimer

   36,000    86,982    122,982

Leonard Shapiro

   52,500    86,982    139,482

 

(1) The amount shown includes compensation earned by our non-employee directors for services to Old Abraxis prior to the date of the separation.

 

(2) The amount shown in this column reflects the compensation expense for outstanding options held by the directors recognized by us in 2007 in accordance with FAS 123R, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in 2006. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10 to the Notes to our consolidated and combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.

The stock option detail for each director is shown in the following table along with the total grant date fair value of the awards computed in accordance with FAS 123R.

 

Director

   Grant Date    Options
Granted (#)
   Option Price
($/Sh) (1)
   Grant Date
Fair Value
of Option
Awards ($)
   Total Options
Outstanding (#)

Mr. Calhoun

   11/28/2007    10,000    55.44    264,219    26,439

Dr. Chen

   11/28/2007    10,000    55.44    264,219    23,575

Dr. Nimer

   11/28/2007    10,000    55.44    264,219    33,121

Mr. Shapiro

   11/28/2007    10,000    55.44    264,219    26,439
 
  (1) Exercise price was determined by calculating the average of the closing trading prices of our common stock over the ten trading days immediately following the closing.

 

24


COMPENSATION OF DIRECTORS

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Directors who are also our employees receive no additional compensation for their services as directors. Our non-employee directors receive cash
compensation as follows: (i) an annual retainer of $20,000; (ii) $2,500 for each board meeting attended in person and $500 for each board meeting attended telephonically; (iii) an annual retainer for the Audit Committee Chair of
$5,000; (iv) $2,000 for attendance at each audit committee meeting in person and $500 for each audit committee meeting attended telephonically; and (v) $1,000 for attendance at each compensation committee meeting in person and $500 for
each compensation committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs of attending board and committee meetings. In addition, non-employee directors are eligible to
receive options and other equity awards directly under our 2007 non-employee director stock option program established under our 2007 Stock Incentive Plan. Non-employee directors are eligible to be granted an initial option to purchase 7,500 shares
of common stock upon their initial appointment to the board of directors with subsequent annual option grants to purchase 10,000 shares of common stock, in both instances at an exercise price per share equal to the fair market value of the common
stock at the date of grant. Directors who are also our employees are eligible to receive options and shares of common stock directly under our 2007 Stock Incentive Plan.

FACE="Times New Roman" SIZE="2">The following table sets forth specified information regarding the compensation for 2007 of our directors who are not employees, including amounts earned through Old Abraxis prior to the date of the separation:

 




















































Name

  Fees Earned
($)(1)
  Option Awards
($)(2)
  Total
($)

Kirk Calhoun

  61,500  86,982  148,482

David Chen

  46,000  86,982  138,982

Stephen Nimer

  36,000  86,982  122,982

Leonard Shapiro

  52,500  86,982  139,482

 





(1)The amount shown includes compensation earned by our non-employee directors for services to Old Abraxis prior to the date of the separation.
STYLE="font-size:4px;margin-top:0px;margin-bottom:0px"> 





(2)The amount shown in this column reflects the compensation expense for outstanding options held by the directors recognized by us in 2007 in accordance with FAS 123R, disregarding
for this purpose the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in 2006. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 10 to the
Notes to our consolidated and combined financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007.

FACE="Times New Roman" SIZE="2">The stock option detail for each director is shown in the following table along with the total grant date fair value of the awards computed in accordance with FAS 123R.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 












































































Director

  Grant Date  Options
Granted (#)
  Option Price
($/Sh) (1)
  Grant Date
Fair Value
of Option
Awards ($)
  Total Options
Outstanding (#)

Mr. Calhoun

  11/28/2007  10,000  55.44  264,219  26,439

Dr. Chen

  11/28/2007  10,000  55.44  264,219  23,575

Dr. Nimer

  11/28/2007  10,000  55.44  264,219  33,121

Mr. Shapiro

  11/28/2007  10,000  55.44  264,219  26,439




 





 (1)Exercise price was determined by calculating the average of the closing trading prices of our common stock over the ten trading days immediately following the closing.

 


24








This excerpt taken from the ABII 8-K filed Nov 8, 2007.

Compensation of Directors

Directors who are also our employees will receive no additional compensation for their services as directors. Our non-employee directors will receive cash compensation as follows: (i) an annual retainer of $20,000, (ii) $2,500 for each board meeting attended in person and $500 for each board meeting attended telephonically, (iii) an annual retainer for the Audit Committee Chair of $5,000; (iv) $2,000 for attendance at each audit committee meeting in person and $500 for each audit committee meeting attended telephonically; and (v) $1,000 for attendance at each compensation committee meeting in person and $500 for each compensation committee meeting attended telephonically. Non-employee directors will also be reimbursed for travel expenses and other out-of-pocket costs of attending board and committee meetings. In addition, non-employee directors will also be eligible to receive options and shares of common stock directly under our 2007 non-employee director stock option program to be established under our 2007 Stock Incentive Plan. Non-employee directors will be eligible to be granted an initial option to purchase 7,500 shares of common stock upon their initial appointment to the board of directors with subsequent annual option grants to purchase 10,000 shares of common stock, in both instances at an exercise price per share equal to the fair market value of the common stock at the date of grant. Directors who are also our employees will be eligible to receive options and shares of common stock directly under our 2007 Stock Incentive Plan.

The following table sets forth specified information regarding the compensation at Abraxis BioScience for 2006 of our anticipated non-employee directors:

 

Name

  

Fees
Earned

($)

  

Option

Awards

($)(1)

  

Total

($)

Kirk Calhoun

   52,000    44,909    96,909

David Chen

   45,500    141,338    186,838

Stephen Nimer

   37,500    141,338    178,838

Leonard Shapiro

   43,500    141,338    184,838

(1) The amount shown in this column reflects the compensation expense for outstanding options for the purchase of Abraxis BioScience common stock held by the directors recognized by Abraxis BioScience in 2006 in accordance with SFAS 123R, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. There were no forfeitures by the directors in 2006. A discussion of the assumptions used in calculating the compensation cost is set forth in Note 12 to the Notes to Abraxis BioScience’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2006.

The stock option detail for each director is shown in the following table along with the total grant date fair value of the awards computed in accordance with SFAS 123R. In connection with the separation and related transactions, Abraxis BioScience stock options will be converted into newly-issued options for the purchase shares of New Abraxis common stock pursuant to a formula that is intended to preserve the intrinsic value of their pre-distribution options. See “The Separation and Distribution—Treatment of Employee Stock Options and Restricted Stock Units.”

 

Director

   Grant Date   

Options

Granted (#)

  

Option

Price ($/Sh)

  

Grant Date

Fair Value

of Option
Awards ($)

   Total Options
Outstanding (#)

Mr. Calhoun

   8/1/2006    10,000    20.07    107,437    38,750

Dr. Chen

   8/1/2006    10,000    20.07    107,437    32,000

Dr. Nimer

   8/1/2006    10,000    20.07    107,437    54,500

Mr. Shapiro

   8/1/2006    10,000    20.07    107,437    38,750

 

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